AtriCure Files Definitive Proxy Statement

TL;DR

AtriCure filed its proxy statement for the annual meeting. Shareholders get to vote.

AI Summary

AtriCure, Inc. filed a definitive proxy statement on April 3, 2024, regarding its annual meeting. The filing is a DEFA14A, indicating it's a definitive additional material related to the proxy statement. The company is based in Mason, Ohio, and operates in the surgical and medical instruments sector.

Why It Matters

This filing provides shareholders with important information and voting materials for the company's annual meeting, allowing them to participate in corporate governance.

Risk Assessment

Risk Level: low — This is a routine regulatory filing for a public company's annual meeting and does not contain new material financial or strategic information.

Key Players & Entities

• AtriCure, Inc. (company) — Registrant
• 7555 Innovation Way, Mason, OH 45040 (company) — Business and Mail Address
• April 3, 2024 (date) — Filing Date of Proxy Statement

FAQ

Filing Documents

• d828605ddefa14a.htm (DEFA14A) — 21KB
• 0001193125-24-107036.txt ( ) — 22KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 ATRICURE, INC. (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 On April 3, 2024, AtriCure, Inc. (AtriCure or the Company) filed a definitive proxy statement (the Proxy AtriCure issued the below letter to its stockholders. THIS SUPPLEMENT, INCLUDING THE COPY OF THE LETTER INCLUDED BELOW, SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT Dear Stockholders, We appreciate the opportunity to respond directly to the Glass Lewis (GL) proxy paper published on April 17, 2024 regarding the 2023 Annual Meeting of Stockholders of AtriCure, Inc. (AtriCure) scheduled for May 13, 2024. In its proxy paper, GL recommends that AtriCure stockholders vote against AtriCures proposal to amend its Second Amended and Restated Certificate of Incorporation to reflect a recent amendment to Delaware Law and limit the liability of certain officers (Officer Exculpation). We disagree with GLs recommendation for the reasons outlined below and believe that the information in this letter, along with our definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 3, 2024 (the Proxy Statement), will be helpful to you as you cast your vote. We would also direct you to Institutional Shareholder Services (ISS) report that recommended shareholders vote For the Officer Exculpation Proposal. ISS concluded that in this case, the company seeks to align its officer indemnification, liability limitations, and exculpation provisions with Delaware law, providing protection to officers that would allow the company to attract and retain quality personnel without negatively impacting shareholder rights. On balance, support for this proposal is warranted. In its paper, GL stated that it believes that officers should be held to the highest standard when carrying out their duties to stockholders, that the proposed amendment essentially removes liability for an officers breach of his or her duty of care, and that such protections are counter to the interest of stockholders. We agree that officers should be accountable to stockholders and held to high standards of conduct. However, the mechanisms used to promote accountability must be balanced. Exposing our officers to second-guessing by the plaintiffs bar does little to promote accountability while resulting in significant costs. In 2022, the Delaware legislature recognized that plaintiffs were bringing far too many nuisance lawsuits against officers for breaches of the duty of care. These lawsuits sought to second-guess the decisions officers made in complex and high-pressure situations. In most of those cases, officers faced the prospect of personal liability for doing their jobs in pursuing transactions intended to increase stockholder value. Even worse, many of these lawsuits lacked legal merit, often being based on marginal disclosure matters in the hope of a quick settlement. The Delaware legislature accordingly amended the Delaware General Corporation Law to permit the exculpation of officers for breaches of the duty of care. This proposal is simply an effort to include in AtriCures Certificate of Incorporation the same limitation of liability as might appear in the certificate of incorporation of a new Delaware company. We note that directors have been provided exculpation from breaches of the duty of care under Delaware law and the certificates of incorporation of most Delaware corporations for several decades. The officer exculpation proposed is less protective than that provided to directors, and we believe it reflects a balanced and appropriate response to todays litigation environment. The proposed amendment would not exculpate officers from liability when an officer is disloyal or acts in bad faith and preserves the ability for stockholders to bring claims by or in the right of the corporation for breaches of the duty of care. As a result, the traditional checks against officers remain, as claims may still be brought for breach of the fiduciary duty of loyalty or actions taken in bad faith and our Board and stockholders (bringing suits derivatively on behalf of the corporation subject to demand requirements) may still bring fiduci

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View this DEFA14A filing on SEC EDGAR